EX-10.2






Exhibit 10.2




INCENTIVE STOCK OPTION AGREEMENT




     This Incentive Stock Option Agreement (“Agreement”) has been entered into as of the            day
of                      20     , between NorthWest Indiana Bancorp, an Indiana corporation (the “Company”),
and                                         , an employee of the Company or one of its affiliates (“Participant”),
pursuant to the Company’s Amended and Restated 2004 Stock Option and Incentive Plan (the “Plan”).



     WHEREAS, the committee of the Board of Directors of the Company appointed to administer the
Plan (the “Committee”) has granted to Participant an option to purchase shares of the Company’s
Common Stock pursuant to the terms and conditions as provided in the Plan and this Agreement; and



     WHEREAS, the Company and Participant desire to set forth the terms and conditions of the
option;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement, the Company and the Participant agree as follows:



     Section 1. Grant of Option and Exercise Price. Subject to the terms and
conditions stated in the Plan and this Agreement, on                                         ,            (the “Date of Grant”),
the Committee granted to Participant an option (the “Option”) to purchase
          
 shares of the
Company’s Common Stock (the “Shares”) at an exercise price of $           per Share (the “Exercise
Price”).



     Section 2. Incentive Stock Option. The Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.



     Section 3. Exercise of Option. The Option shall become exercisable as
follows or on such earlier date as provided in the Plan:                                                             .



     Section 4. Term of Option. Unless sooner terminated as provided in the Plan
and this Agreement, the Option shall expire on                                         ,      .



     Section 5. Method of Exercise. The Participant may exercise the Option in
the manner stated in the Plan.



     Section 6. Restriction on Transfer. The Participant shall not sell, assign,
transfer, pledge or otherwise encumber the Option except, in the event of death of Participant, by
will or the laws of descent and distribution.



     Section 7. Termination. If the Participant ceases to maintain Continuous
Service for cause, or voluntarily for any reason other than death, Disability or Retirement, all
rights under the Option shall terminate immediately upon cessation of Continuous Service. If the
Participant ceases to maintain Continuous Service by reason of death, then the Participant may
exercise the Option, but only to the extent the Participant was entitled to exercise the Option at
the date of such cessation, at any time during the remaining term of the Option. If the
Participant ceases to maintain Continuous Service as the result of Disability the Participant may
exercise the Option to the extent that the Participant was entitled to exercise the Option at the
date of such cessation for a period of one year or until expiration of the term of the Option,
whichever is earlier. If the Participant ceases to maintain Continuous Service as the result of
retirement or for any reason other than those set forth above, Participant may exercise the Option
to the extent that the Participant was entitled to exercise the Option at the date of such
cessation for a period of three months immediately succeeding such cessation of Continuous Service,
and in no event after the expiration date of the Option.



     Section 8. Plan Controlling. The Option and the terms and conditions set
forth in this Agreement are subject in all respects to the terms and conditions of the Plan, which
are controlling. All determinations and interpretations of the Committee shall be binding and
conclusive upon the Participant and his or her legal representatives.



     Section 9. Qualification of Rights. Neither this Agreement nor the existence
of the Option shall be construed as giving the Participant any right (a) to be retained in the
employ of the Company or any of its affiliates; or (b) as a shareholder with respect to the Shares
until the certificates for the Shares have been issued and delivered to the Participant.



     Section 10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.



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     Section 11. Notices. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered personally or sent by
registered or certified first-class mail, postage prepaid and return receipt required, addressed as
follows: if to the Company, to the Company’s executive offices in Munster, Indiana, and if to the
Participant or his or her successor, to the address last furnished by the Participant to the
Company. Each notice and communication shall be deemed to have been given when received by the
Company or the Participant.



     Section 12. Representations and Warranties of Participant. The Participant
represents and warrants to the Company that he or she has received and reviewed a copy of the Plan.



     Section 13. Withholding. In connection with the delivery of shares of Common
Stock as a result of the exercise of the Option, the Company shall have the right to require the
Participant to pay an amount in cash sufficient to cover any tax, including any Federal, state or
local income tax, required by any governmental entity to be withheld or otherwise deducted and paid
with respect to such delivery (“Withholding Tax”), and to make payment to the appropriate taxing
authority of the amount of such Withholding Tax.



     Section 14. No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or
deprive that party of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.



     IN WITNESS WHEREOF, the Company and Participant have executed this Agreement as of the date
first written above.



	 	 	 	 	 
	 	NORTHWEST INDIANA BANCORP

 	 
	 	By:  	
 	 
	 	 	Name  	 	 
	 	 	Title
 	 
	 
	 	[Signature of Participant]
	 




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